On April 24, 2025, the Independent Directors of Phillips 66 sent a letter to shareholders and proxy advisors, raising concerns about activist investor Elliott Management’s campaign to break up the company.

They emphasized the importance of transparency and independence in corporate governance and questioned Elliott’s expectations of director loyalty, possible conflicts of interest due to Elliott’s pursuit of CITGO, and the legality of Elliott’s board declassification proposal. Phillips 66 reiterated that it is committed to declassifying its board legally and responsibly. The company also released a video detailing its governance practices and strategic oversight, encouraging shareholders to independently evaluate the facts ahead of the 2025 Annual Meeting.